Disclosure
and discovery activity in this action are likely to involve
production of confidential, proprietary, or private
information for which special protection from public
disclosure and from use for any purpose other than
prosecuting this litigation may be warranted. The parties
acknowledge that this Order does not confer blanket
protections on all disclosures or responses to discovery and
that the protection it affords from public disclosure and use
extends only to the limited information or items that are
entitled to confidential treatment under the applicable legal
principles.

Nothing
in this Order implies anything with respect to whether a
given piece of information should or should not be produced
in discovery in this action. The Parties reserve all rights
with respect to the scope of discovery under the Federal
Rules of Civil Procedure, the Local Rules of this Court, and
all applicable law.

2.
DEFINITIONS

2.1.
Challenging Party: a Party or Non-Party that
challenges the designation of information or items under this
Order.

2.2.
“CONFIDENTIAL” Information or Items:
information that qualifies for protection under Federal Rule
of Civil Procedure 26(c), including information that a
Producing Party, including any Party to this action and any
Non-Party producing information or material voluntarily or
pursuant to a subpoe na or a court order, considers in good
faith to constitute confidential technical, sales, marketing,
financial, or other commercially sensitive information,
whether embodied in physical objects, documents, or the
factual knowledge of persons, and which has been so
designated by the Producing Party.

2.3.
Counsel: Designated House Counsel and Outside
Counsel of Record (as well as the support staff of said
Outside Counsel of Record).

2.4.
Designated House Counsel: two (2) House Counsel for
each Receiving Party with responsibility for managing this
litigation, who may have access to “CONFIDENTIAL”
information.

2.5.
Designating Party: a Party or Non-Party that
designates information or items that it produces in
disclosures or in responses to discovery as
“CONFIDENTIAL, ” “HIGHLY CONFIDENTIAL -
OUTSIDE COUNSEL ONLY, ” or “HIGHLY CONFIDENTIAL -
SOURCE CODE.”

2.6.
Disclosure or Discovery Material: all items or
information, regardless of the medium or manner in which it
is generated, stored, or maintained (including, among other
things, testimony, transcripts, and tangible things), that
are produced or generated in disclosures or responses to
discovery in this matter.

2.7.
Expert: a person with specialized knowledge or
experience in a matter pertinent to the litigation who has
been retained by a Party or its Counsel to serve as an expert
witness or as a consultant in this action.

2.8.
“HIGHLY CONFIDENTIAL - OUTSIDE COUNSEL ONLY”
Information or Items: extremely sensitive
“Confidential Information or Items, ” disclosure
of whic h to another Party or Non-Party would create a
substantial risk of serious harm that could not be avoided by
less restrictive means. HIGHLY CONFIDENTIAL -OUTSIDE COUNSEL
ONLY means CONFIDENTIAL INFORMATION that constitutes
proprietary marketing, financial, sales, web traffic,
research and development, or technical data/information or
commercially sensitive competitive information, including,
without limitation, confidential information obtained from a
Non-Party pursuant to a current Nondisclosure Agreement
(“NDA”), CONFIDENTIAL INFORMATION relating to
future products not yet commercially released, strategic
plans, and settlement agreements or settlement
communications, the disclosure of which is likely to cause
harm to the competitive position of the Producing Party. In
determining whether information should be designated as
HIGHLY CONFIDENTIAL - OUTSIDE COUNSEL ONLY, each Party agrees
to use such designation in good faith.

2.9.
“HIGHLY CONFIDENTIAL - SOURCE CODE”
Information or Items: extremely sensitive
“Confidential Information or Items” representing
computer code and associated comments and revision histories,
formulas, metadata and configuration files necessary to the
function of the computer code base, engineering
specifications, or schematics that define or otherwise
describe in detail the algorithms or structure of software or
hardware designs, disclosure of which to another Party or
Non-Party would create a substantial risk of serious harm
that could not be avoide d by less restrictive means.

2.10.
House Counsel: attorneys who are employees of a
Party to this action. House Counsel does not include Outside
Counsel of Record or any other outside counsel.

2.11.
Non-Party: any natural person, partnership,
corporation, association, or other legal entity not named as
a Party to this action.

2.12.
Outside Counsel of Record: attorneys (including
those admitted pro hac vice) who are not employees,
officers, or directors of a Party to this action but are
retained to represent or advise a Party with respect to this
action and whose identities and affiliations have been
disclosed to all Parties.

2.13.
Party: any party to this action, including all of
its officers, directors, employees, consultants, retained
experts, and Counsel.

2.14.
Producing Party: a Party or Non-Party that produces
Disclosure or Discovery Material in this action.

2.15.
Professiona l Vendors: persons or entities that
provide litigation support services (e.g., photocopying,
videotaping, translating, preparing exhibits or
demonstrations, and organizing, storing, or retrieving data
in any form or medium) and their employees and
subcontractors.

2.17.
Receiving Party: a Party that receives Disclosure or
Discovery Material from a Producing Party.

3.
SCOPE

The
protections conferred by this Protective Order cover not only
Protected Material (as defined above), but also (1) any
information copied or extracted from Protected Material; (2)
all copies, excerpts, summaries, or compilations of Protected
Material; and (3) any testimony, conversations, or
presentations by Parties or their Counsel that might reveal
Protected Material. However, the protections conferred by
this Protective Order do not cover the following information:
(a) any information that is in the public domain at the time
of disclosure to a Receiving Party or becomes part of the
public domain after its disclosure to a Receiving Party as a
result of publication not involving a violation of this
Order; and (b) any information known to the Receiving Party
prior to the disclosure or obtained by the Receiving Party
after the disclosure from a source who obtaine d the
information lawfully and under no obligation of
confidentiality to the Designating Party. For the avoidance
of doubt, nothing in this Order shall be construed to prevent
a Party from presenting evidence in Court including without
limitation in connection with a motion or at Trial.

4.
DURATION

Even
after final disposition of this litigation, the
confidentiality obligations imposed by this Order shall
remain in effect until a Designating Party agrees otherwise
in writing or a court order otherwise directs. Fina l
disposition shall be deemed to be fina l judgment herein
after the completion and exhaustion of all appeals,
rehearings, remands, trials or reviews, including the time
limits for filing any motions or applications for extension
of time pursuant to applicable law.

5.
DESIGNATING PROTECTED MATERIAL

5.1.
Exercise of Restraint and Care in Designating Material
for Protection. Each Party or Non-Party that designates
information or items for protection under this Order must
take care to limit any such designation to specific material
that qualifies under the appropriate standards. To the extent
it is reasonably practical to do so, the Designating Party
must designate for protection only those parts of material,
documents, items, or oral or written communications that
qualify - so that other portions of the material, documents,
items, or communications for which protection is not
warranted are not swept unjustifiably within the ambit of
this Order.

If it
comes to a Designating Party's attention that information
or items that it designated for protection do not qualify for
protection at all or do not qualify for the level of
protection initially asserted, that Designating Party must
promptly notify all other parties that it is withdrawing the
mistaken designation.

5.2.
Manner and Timing of Designations. Except as
otherwise provided in this Order (see, e.g., second
paragraph of section 5.2(a) below), or as otherwise
stipulated or ordered, Disclosure or Discovery Material that
qualifies for protection under this Order must be clearly so
designated before the material is disclosed or produced.

Designation
in conformity with this Order requires:

(a) for
information in documentary form (e.g., paper or
electronic documents, but excluding transcripts of
depositions or other pretrial or trial proceedings), that the
Producing Party affix the legend “CONFIDENTIAL, ”
“HIGHLY CONFIDENTIAL - OUTSIDE COUNSEL ONLY, ” or
“HIGHLY CONFIDENTIAL -SOURCE CODE” to each page
that contains Protected Material, or in the case of native
documents, the Producing Party shall in some other way
clearly designate Disclosure or Discovery material that
qualifies for protection under this Order.

A Party
or Non-Party that makes original documents or materials (such
as source code) available for inspection need not designate
them for protection until after the inspecting Party has
indicated which material it would like copied and produced.
During the inspection and before the designation, all of the
material made available for inspection shall be deemed
“HIGHLY CONFIDENTIAL - OUTSIDE COUNSEL ONLY” or
“HIGHLY CONFIDENTIAL - SOURCE CODE” as
appropriate. After the inspecting Party has identified the
documents it wants copied and produced, the Producing Party
must determine which documents, or portions thereof, qualify
for protection under this Order. Then, before producing the
specified documents, the Producing Party must affix the
appropriate legend (“CONFIDENTIAL, ”
“HIGHLY CONFIDENTIAL - OUTSIDE COUNSEL ONLY, ” or
“HIGHLY CONFIDENTIAL -SOURCE CODE”) to each page
that contains Protected Material, or in the case of native
documents, the Producing Party shall in some other way
clearly designate Disclosure or Discovery material that
qualifies for protection under this Order.

(b) for
testimony given in deposition or in other pretrial or trial
proceedings, that the Designating Party identify on the
record, before the close of the deposition, hearing, trial or
other proceeding, all protected testimony and specify the
level of protection being asserted. When it is impractical to
identify separately each portion of testimony that is
entitled to protection and it appears that substantial
portions of the testimony ma y qualify for protection, the
Designating Party may invoke on the record (before the
deposition, hearing, trial or other proceeding is concluded)
a right to have up to 21 days to identify the specific
portions of the testimony as to which protection is sought
and to specify the level of protection being asserted. Only
those portions of the testimony that are appropriately
designated for protection within the 21 days shall be covered
by the provisions of this Protective Order. Alternatively, a
Designating Party may specify, at the deposition or up to 21
days afterwards if that period is properly invoked, that the
entire transcript shall be treated as “CONFIDENTIAL,
” “HIGHLY CONFIDENTIAL - OUTSIDE COUNSEL ONLY,
” or “HIGHLY CONFIDENTIAL - SOURCE CODE.”

Parties
shall give the other parties notice if they reasonably expect
a deposition, hearing, trial or other proceeding to include
Protected Material so that the other parties can ensure that
only authorized individuals who have signed the
“Acknowledgment and Agreement to Be Bound”
(Exhibit A) are present at those proceedings. Alternatively,
the Protected Material may be identified prior to its use at
a deposition, when such prior notice is not reasonably
possible and any unauthorized individual may be asked to
leave the deposition during discussions regarding the
Protected Material. The use of a document as an exhibit at a
deposition or other proceeding shall not in any way affect
its designation as “CONFIDENTIAL, ” “HIGHLY
CONFIDENTIAL - OUTSIDE COUNSEL ONLY, ” or “HIGHLY
CONFIDENTIAL - SOURCE CODE.”

Transcripts
containing Protected Material shall have an obvious legend on
the title page that the transcript contains Protected
Material, and the title page shall be followed by a list of
all pages (including line numbers as appropriate) that have
been designated as Protected Material and the level of
protection being asserted by the Designating Party. The
Designating Party shall inform the court reporter of these
requirements. Any transcript that is prepared before the
expiration of a 21-day period for designation shall be
treated during that period as if it had been designated
“HIGHLY CONFIDENTIAL - OUTSIDE COUNSEL ONLY” in
its entirety unless otherwise agreed. After the expiration of
that period, the transcript shall be treated only as actually
designated. Pages of transcribed deposition testimony or
exhibits to depositions that reveal Protected Material must
be separately bound by the court reporter and may not be
disclosed to anyone except as permitted under this Protective
Order.

(c) for
information produced in some form other than documentary and
for any other tangible items, that the Producing Party affix
in a prominent place on the exterior of the container or
containers in which the information or item is stored the
legend “CONFIDENTIAL, ” “HIGHLY
CONFIDENTIAL - OUTSIDE COUNSEL ONLY, ” or “HIGHLY
CONFIDENTIAL - SOURCE CODE.”

(d) for
information not reduced to documentary, tangible or physical
form or which cannot be conveniently designated as set forth
in paragraphs 5.2(a)-(c), that the Producing Party inform the
Receiving Party of the designation in writing.

5.3.
Failures to Designate. If timely corrected, a
failure to designate qualified information or items does not,
standing alone, waive the Designating Party's right to
secure protection under this Order for such material. Upon
timely correction of a designation, the Receiving Party must
make reasonable efforts to assure that the material is
treated in accordance with the provisions of this Order.

6.CHALLENGING
CONFIDENTIALITY DESIGNATIONS

6.1.
Timing of Challenges. Any Party or Non-Party may
challenge a designation of confidentiality at any time.
Unless a prompt challenge to a Designating Party's
confidentiality designation is necessary to avoid
foreseeable, substantial unfairness, unnecessary economic
burdens, or a significant disruption or delay of the
litigation, a Party does not waive its right to challenge a
confidentiality designation by electing not to mount a
challenge promptly after the original designation is
disclosed.

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2.
Meet and Confer. The Challenging Party shall
initiate the dispute resolution process by providing written
notice of each designation it is challenging and describing
the basis for each challenge. To avoid ambiguity as to
whether a challenge has been made, the written notice must
recite that the challenge to confidentiality is being made in
accordance with this Protective Order. The parties shall
attempt to resolve each challenge in good faith and must
begin the process by conferring directly within 7 business
days of the date of service of notice. In conferring, the
Challenging Party must explain the basis for its belief that
the confidentiality designation was not proper. The
Designating Party may have 3 business days after the date of
the conference to review the designated material, to
reconsider the circumstances, and, if no change in
designation is offered, to explain the basis for the chosen
designation. A Challenging Party may proceed to the next
stage of the challenge process only if it has engaged in this
meet and confer process first or establishes that ...

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